Lawrence Cheng - 20 Sep 2024 Form 4 Insider Report for Grove Collaborative Holdings, Inc. (GROV)

Footnote F1

On September 20, 2024 (the "Closing Date"), the Issuer entered into a subscription agreement with Volition Capital Fund IV, L.P. ("Volition Fund IV"), pursuant to which the Issuer issued and sold to Volition Fund IV, 15,000 shares of the Issuer's Series A' Convertible Preferred Stock (the "Series A' Preferred Stock") in exchange for (i) $15,000,000 in cash paid to the Issuer, (ii) the forfeiture and termination of all existing warrants held by Volition Fund IV to purchase, in aggregate, 1,600,683 shares of the Issuer's Class A Common Stock, and (iii) the modification of certain terms of the Issuer's existing Series A Convertible Preferred Stock held by Volition Fund IV. The acquisition or deemed acquisition of such securities and any shares of Class A Common Stock that may be acquired upon conversion of the Series A' Preferred Stock were exempt from Section 16(b) pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Footnote F2

Each share of Series A' Preferred Stock shall be convertible, at the option of the holder thereof, at any time, into such number of shares of Class A Common Stock equal to the sum of (i) the amount determined by dividing (x) the Series A' Original Issue Price (as such term is defined in the Amended and Restated Certificate of Designation of Series A Preferred Stock of the Issuer (the "Certificate"), attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 23, 2024; initially $1,000) plus any declared but unpaid dividends to which such share of Series A' Preferred Stock is then entitled by (y) the then-effective Conversion Price (as such term is defined in the Certificate; initially $1.9328) and (ii) the Subsequent Issuance Share Adjustment (as such term is defined in the Certificate); (continued in footnote 3)

Footnote F3

(continued from footnote 2) provided, however, that no conversion of shares of Series A' Preferred Stock into Class A Common Stock shall exceed the Change of Control Limitation (as such term is defined in the Certificate). Accordingly, this amount is subject to change.

Footnote F4

These shares of Series A' Preferred Stock have no expiration date. These shares of Series A' Preferred Stock are subject to mandatory conversion at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate.

Footnote F5

These securities are directly held by Volition Fund IV. Volition Capital Advisors IV, LLC ("Volition Capital Advisors IV") is the general partner of Volition Fund IV. The managing members of Volition Capital Advisors IV are the Reporting Person, a member of the Issuer's board of directors, Sean Cantwell and Roger Hurwitz (collectively, the "Managing Members"). The Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. Volition Capital Advisors IV and each of the Managing Members disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed an admission that any of them is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F6

These warrants to purchase shares of Class A Common Stock were forfeited and terminated in connection with the transaction described in footnote 1 to this Form 4. The disposition or deemed disposition of the warrants or the shares of Class A Common Stock underlying the warrants were exempt from Section 16(b) pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Footnote F7

These warrants were scheduled to expire on the earlier of (i) August 11, 2026 and (ii) immediately following the consummation of a Liquidation Transaction (as such term is defined in the Subscription Agreement, attached as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 14, 2023) in which the Issuer's stockholders receive cash or freely tradable securities.